(a) An issuer may require the following assurance that each necessary
indorsement or each instruction is genuine and authorized:
(1) in all cases, a guaranty of the signature of the person
making an indorsement or originating an instruction
including, in the case of an instruction, reasonable
assurance of identity;
(2) if the indorsement is made or the instruction is originated
by an agent, appropriate assurance of actual authority to
sign;
(3) if the indorsement is made or the instruction is originated
by a fiduciary pursuant to Section 8--107(a)(4) or (a)(5),
appropriate evidence of appointment or incumbency;
(4) if there is more than one fiduciary, reasonable assurance
that all who are required to sign have done so; and
(5) if the indorsement is made or the instruction is originated
by a person not covered by another provision of this
subsection, assurance appropriate to the case corresponding
as nearly as may be to the provisions of this subsection.
(b) An issuer may elect to require reasonable assurance beyond that
specified in this section.
(c) In this section:
(1) "Guaranty of the signature" means a guaranty signed by or on
behalf of a person reasonably believed by the issuer to be
responsible. An issuer may adopt standards with respect to
responsibility if they are not manifestly unreasonable.
(2) "Appropriate evidence of appointment or incumbency" means:
(i) in the case of a fiduciary appointed or qualified by a
court, a certificate issued by or under the direction or
supervision of the court or an officer thereof and dated
within 6 months before the date of presentation for
transfer; or
(ii) in any other case, a copy of a document showing the
appointment or a certificate issued by or on behalf of a
person reasonably believed by an issuer to be responsible
or, in the absence of that document or certificate, other
evidence the issuer reasonably considers appropriate.
Structure New York Laws
Article 8 - Investment Securities
8-401 - Duty of Issuer to Register Transfer.
8-402 - Assurance That Indorsement or Instruction Is Effective.
8-403 - Demand That Issuer Not Register Transfer.
8-404 - Wrongful Registration.
8-405 - Replacement of Lost, Destroyed, or Wrongfully Taken Security Certificate.
8-406 - Obligation to Notify Issuer of Lost, Destroyed, or Wrongfully Taken Security Certificate.
8-407 - Authenticating Trustee, Transfer Agent, and Registrar.
8-501 - Securities Account; Acquisition of Security Entitlement From Securities Intermediary.
8-502 - Assertion of Adverse Claim Against Entitlement Holder.
8-503 - Property Interest of Entitlement Holder in Financial Asset Held by Securities Intermediary.
8-504 - Duty of Securities Intermediary to Maintain Financial Asset.
8-505 - Duty of Securities Intermediary With Respect to Payments and Distributions.
8-506 - Duty of Securities Intermediary to Exercise Rights as Directed by Entitlement Holder.
8-507 - Duties of Securities Intermediary to Comply With Entitlement Order.
8-510 - Rights of Purchaser of Security Entitlement From Entitlement Holder.
8-511 - Priority Among Security Interests and Entitlement Holders.
8-601 - Savings Clause; Effect on Prior Perfected Security Interest.
8-602 - Cross-References to Former Article 8; Meaning or Interpretation.